- Hong Kong requires one director aged 18 or over, and that person can live anywhere.
- The local-presence rule belongs to the company secretary, who must live in Hong Kong or have an office here.
- A nominee owes full director duties and doesn't hide the owner from regulators.
- Nominee providers need a TCSP licence unless they're exempt, as CPA practices and law firms are.
If you’ve been told that you need a nominee director in Hong Kong simply because you’re based overseas, that’s not what the company law requires.
A Hong Kong private company needs at least one director who is a natural person aged 18 or above. There is no general Hong Kong-residency requirement for that director. The local-presence requirement instead applies to the company secretary.
For many foreign founders, the practical question is therefore not whether a nominee director is mandatory, but whether there is a specific reason to appoint one.
In this guide, you’ll learn:
- what Hong Kong law requires of a director, and where the local-presence rule sits
- what a nominee director can and can’t hide, and when one is still a real reason
- where the risk sits for the owner, the nominee and the provider
- what a nominee costs, and which set-up fits
- how to appoint one safely, and what Sleek sets up instead
What does Hong Kong law require of a company director?
A Hong Kong private company needs at least one natural-person director aged 18 or above, and that director does not have to be a Hong Kong resident.
The Companies Ordinance requires that:
- a private company has at least one director;
- at least one director is a natural person; and
- a director must be at least 18 years old.
There is no general requirement for a private-company director to be a Hong Kong resident. A non-Hong Kong resident can be appointed as a director of a local limited company.
A corporate director can also be appointed in certain private companies, subject to the Companies Ordinance rules. A private company that belongs to a group including a listed company is subject to additional restrictions on corporate directorship.
Where does the Hong Kong local-presence rule apply?
The local-presence rule belongs to the company secretary, not the director.
A natural-person company secretary must ordinarily reside in Hong Kong. If the secretary is a body corporate, its registered office or place of business must be in Hong Kong.
A company also needs a designated representative for its Significant Controllers Register. Depending on the circumstances, this can be a Hong Kong-resident shareholder, director or employee, or certain accounting, legal or TCSP professionals.
So for a foreign founder who wants to remain the sole director, the usual structure is:
You as director + a qualifying Hong Kong company secretary + a designated representative where required.
What is a nominee director, and what can they do?
A nominee director is a director appointed under an agreement with the company’s owner. The arrangement is legal in Hong Kong, and in law the nominee is a director like any other. Their appointment is filed with the Companies Registry on Form ND2A, and their name goes on the public register of directors.
A nominee changes whose name appears as director. It doesn’t change what the authorities can see.
- Regulators still see you: if you own more than 25% of the company or control it in practice, you’re recorded on its Significant Controllers Register. Shares a nominee holds for you count as yours.
- Nine agencies can inspect that register: it isn’t public, but the Companies Registry, the Police, the ICAC, the SFC and five other agencies can demand it.
- The public may still see you: if you hold shares in your own name, you’re listed as a shareholder in the company’s annual return, which is a public record.
Our guide to the Significant Controllers Register explains who counts as a significant controller and what gets recorded.
What a nominee can and can’t do
| Question | Answer |
|---|---|
| Do they have a director’s full legal powers? | Yes. In law, they’re a director like any other. |
| Can they sign company documents and resolutions? | Yes, within the limits of the company’s articles. |
| Can they operate the bank account? | Only if the bank mandate names them as a signatory. |
| Can they act without your instructions? | They have the power to. The agreement says they shouldn’t, but it can’t remove their powers or their duties to the company. |
| Can they hide you from regulators? | No. If you’re a significant controller, you’re on the Significant Controllers Register. |
Three documents set the practical limits on a nominee: the nominee agreement, the articles and the bank mandate.
A nominee also won’t open a bank account for you. Banks still check who owns the company. Opening a bank account as a non-resident covers the practical steps.
When does a nominee director still make sense?
Hong Kong law doesn’t require a local director, so a nominee is always a choice. It usually comes down to one of three reasons:
- A local signatory: someone in Hong Kong signs board documents while you stay the owner.
- A group structure: the person on the board and the owner are different people, as when a holding company appoints directors to a subsidiary.
- Privacy from the register of directors: your name stays off that register. You’re still on the Significant Controllers Register, and on the annual return if you hold shares in your own name.
Where does the risk sit with a nominee director?
With all three parties. The owner can still be held responsible, the nominee carries a director’s full duties, and the provider needs a licence.
| Party | Where the risk sits |
|---|---|
| The owner | You stay visible to regulators on the Significant Controllers Register. If the board acts on your instructions, you can be treated as a shadow director. |
| The nominee | They owe the full duties of a director, however little they do day to day. |
| The provider | It needs a trust or company service provider (TCSP) licence, unless it’s exempt. |
The legal basis for each
- The owner: under the Companies Ordinance, a shadow director is anyone whose “directions or instructions” the directors are “accustomed to act” on. Professional advice doesn’t count. A shadow director who authorises, permits or takes part in a breach of the Ordinance can be personally liable for it (section 3).
- The nominee: section 465 requires every director to exercise “reasonable care, skill and diligence”. The Registry’s guide on directors’ duties adds: “He must exercise independent judgement in relation to any exercise of his powers.” A director who breaches these duties can face civil or criminal proceedings and be disqualified.
- The provider: acting as a director, or arranging for someone else to act as one, is a trust or company service when it’s done as a business. Doing it without a licence is an offence, with a fine of up to HK$100,000 and up to six months in prison. Banks, licensed securities firms, CPAs and solicitors are exempt.
For what those duties involve in practice, see the duties every Hong Kong director owes, nominees included.
Before you sign with a nominee provider, look them up on the public licence register at www.tcsp.cr.gov.hk. The Registry says it is "open for public inspection free of charge". Unless a provider is exempt, running this business without a licence is an offence.
What does a nominee director cost, and which set-up fits you?
No Hong Kong law sets a nominee director fee. Each provider sets its own, and it’s a recurring charge on top of the company secretary every company must have.
Hong Kong doesn’t require a local director, so a foreign founder can be the sole director and only needs the secretary. Sleek’s company secretary service starts from HK$1,300 a year.
If you do need a nominee, ask each licensed provider what the fee covers and how the arrangement ends. Then compare the total with the secretary fee alone, because that’s the one cost you can’t avoid.
| Your situation | Set-up | What the law requires | What it costs | Watch out for |
|---|---|---|---|---|
| Foreign founder, sole owner | Be your own director, with a Hong Kong company secretary | At least one director who is an individual aged 18 or over. A secretary who lives in Hong Kong or, if it’s a company, has an office here. | Sleek company secretary from HK$1,300 a year | You also need a designated representative for the Significant Controllers Register. If you don’t live in Hong Kong, it must be an accountant, a lawyer or a licensed trust or company service provider. |
| Sole owner and director who wants a back-up | Nominate a reserve director | Optional. Only a private company whose one member is also its sole director can nominate one. See the FAQ below. | No provider fee | A reserve director steps in only if you die, not if you’re ill or can’t be reached. |
| Group company that needs a local signatory | A nominee director from a licensed provider | The provider must hold a trust or company service provider licence, or be exempt. | A recurring fee set by each provider | Check the provider on the public licence register before you sign. |
| Owner who wants to stay hidden from regulators | None. No set-up does this. | The Significant Controllers Register records who owns or controls the company. | Not applicable | Anyone selling anonymity from regulators is selling something the law doesn’t provide. |
How do you appoint a nominee director safely?
Check the licence first, then put the arrangement in writing and file it on time.
- Check the licence: search for the provider on the Companies Registry’s TCSP public register. If it isn’t listed, confirm it’s exempt, for example as a CPA practice or law firm.
- Expect identity checks: a licensed provider must verify who ultimately owns and controls the company before taking you on.
- Sign a nominee director agreement: it should cover the fee, how you give instructions, what the nominee will and won’t sign, and how the arrangement ends.
- Read any power of attorney closely: it should say exactly who can sign what. It doesn’t remove the nominee’s duties as a director.
- Take legal advice on an undated resignation letter: some arrangements include one, signed by the nominee and held by you. It doesn’t change the nominee’s duties, and shareholders can already remove a director by ordinary resolution.
- File on time: submit Form ND2A within 15 days of the appointment, and again within 15 days when the nominee steps down. Changes to the nominee’s particulars go on Form ND2B, also within 15 days.
- Keep the Significant Controllers Register accurate: it should record you as the owner, not the nominee.
The agreement sets the terms between you and the nominee. It doesn’t limit what the nominee owes the company.
Once the nominee is appointed, keep the filings and registers current for as long as they’re in place. Our guide to keeping director filings and registers in order covers what that involves.
How Sleek helps foreign founders set up without a nominee director
Sleek incorporates your company from overseas and provides the Hong Kong company secretary the law requires, so you can be your own director.
With Sleek, you can:
- Incorporate from abroad: foreigner incorporation from HK$6,973 (Starter), with you as the director.
- Meet the local-presence rule: a Hong Kong company secretary, included in Starter or from HK$1,300 a year on its own.
- Cover the designated representative: included in the Starter plan, so the Significant Controllers Register has its Hong Kong contact.
- Keep director changes filed: ND2A and ND2B notices handled on the Premium company secretary plan, from HK$3,800 a year.
Every plan is on Sleek’s Hong Kong pricing. If you’re weighing a nominee, compare it against those costs first, and more founder guides are in Sleek’s Hong Kong resource library.
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FAQs on nominee director hong kong
Is it difficult to open a bank account with HSBC or the big banks if our directors are overseas?
Overseas directors alone shouldn’t be the reason a bank says no. The HKMA says applications “should not be rejected merely because… the beneficial owners or directors of a corporate customer are non-residents”. Each bank still sets its own risk appetite, and a nominee doesn’t change the review: banks look at who ultimately owns the company.
Can a company remove its nominee director?
Yes. Section 462 lets a company remove a director “by an ordinary resolution passed at a general meeting”, and special notice is required. The nominee agreement may add its own notice terms, but it can’t take away the shareholders’ statutory power.
Can my nominee director resign whenever they want?
Usually, yes. Under section 464, a director may resign “at any time” unless the articles or an agreement say otherwise, and can notify the Registry personally. If the nominee was your only individual director, appoint a replacement straight away to meet section 457.
What's the difference between a nominee director and a shadow director?
A nominee is formally appointed; a shadow director isn’t. A nominee is notified to the Registry and sits on the public register. A shadow director is anyone whose instructions the directors are accustomed to follow. An owner who runs the company through a nominee can become one.
What is a reserve director, and do I need one?
It’s optional. If a private company has one member who is also the sole director, it may nominate an individual aged 18 or over to act if that director dies. It solves the continuity problem without a provider or a fee.
Is a nominee shareholder the same as a nominee director?
No. A nominee shareholder holds shares for the beneficial owner, usually under a declaration of trust; a nominee director holds the office of director. Acting as a nominee shareholder is also a licensed trust or company service, and the beneficial owner is still recorded on the Significant Controllers Register.
